VEON issues amended Scheme

11 Jan 2023

VEON issues amended Scheme Amsterdam, Netherlands, 11 January 2023 23:50 CET: VEON Ltd. (Nasdaq: VEON, Euronext Amsterdam: VEON) ( VEON or, together with its subsidiaries, the Group ), a global digital operator that provides converged connectivity and online services, and its subsidiary VEON Holdings B.V. (the Company ) refer to the announcement dated 21 December 2022 relating to the Company's proposed scheme of arrangement (the Scheme ) in respect of the 5.95% notes due February 2023 and 7.25% notes due April 2023 issued by the Company (together, the 2023 Notes ), and in particular relating to the convening of a single meeting of Scheme Creditors to be held on 24 January 2023 (the Scheme Meeting ). Reference is also made to the explanatory statement relating to the Scheme made available on the Scheme Website on 21 December 2022 (the Original Explanatory Statement ). The Company has today issued an amended Explanatory Statement in connection with the Scheme, which amends the terms of the Scheme (the Amended Explanatory Statement ).

Capitalised terms used but not otherwise defined herein shall have the meaning given to them in the Amended Explanatory Statement, which is available via the Scheme Website at deals.is.kroll.com/veon.

Following feedback from certain of the 2023 Noteholders, the Company has today informed the Scheme Creditors, by the Amended Explanatory Statement, that it has amended the terms of the proposal set out in the Scheme. Each of the amendments improves the terms of the proposal for the benefit of 2023 Noteholders.

The amended terms of the proposed Scheme set out in the Amended Explanatory Statement are as follows:

An eight-month extension of the respective maturity dates of the February 2023 Notes and April 2023 Notes to October 2023 and December 2023 respectively (this is unchanged from the Original Explanatory Statement).

Payment of an amendment fee of 200bps payable on the 2023 Notes outstanding on their respective amended maturity dates (the Amendment Fee ) (this is unchanged from the Original Explanatory Statement).

A put right (the Put Right ) requiring the Company to repurchase 2023 Notes held by 2023 Noteholders exercising the Put Right, subject to compliance by the Company with all applicable laws and regulations, including Sanctions laws and regulations. The Put Right will now be uncapped and exercisable from the first business day following the date the amendments to the 2023 Notes pursuant to the Scheme become effective. The 2023 Noteholders will then have 14 calendar days to exercise the Put Right by complying with procedures specified by the Company (under the Original Explanatory Statement, the Put Right was capped at USD 600 million and was subject to satisfaction of a USD 1 billion minimum cash balance condition which has now been removed, was not exercisable before the later to occur of (a) 2 May 2023, and (b) the date the amendments to the 2023 Notes pursuant to the Scheme become effective and was only exercisable thereafter for 10 calendar days).

The Put Right will be exercisable at a purchase price of 102 per cent. of the principal amount, together with accrued and unpaid interest (the purchase price under the Original Explanatory Statement was 101 per cent. of the principal amount, together with accrued and unpaid interest).

The Company will undertake pursuant to the Scheme and the amended 2023 Notes Trust Deeds not to, and to procure that its Subsidiaries do not, and VEON Ltd and VEON Amsterdam B.V. will undertake pursuant to a deed poll in the form appended to the Amended Explanatory Statement (the Deed Poll ) not to, tender for, redeem, conduct open market purchases of, or make any other repurchases of, any notes until after the settlement of each validly exercised Put Right, with the exception of (i) any tenders, redemptions, open market purchases or other repurchases of notes by or through Russian depositary institutions made by PJSC VimpelCom and its Subsidiaries and (ii) any purchase by any of them of notes acquired by PJSC VimpelCom or its Subsidiaries pursuant to limb (i) (the Original Explanatory Statement did not include an undertaking from VEON Ltd. and VEON Amsterdam B.V., the undertaking from the Company extended only to tenders and open market purchases, not redemptions or other repurchases, and the exception with respect to PJSC VimpelCom and its Subsidiaries was not limited to purchases by or through Russian depositary institutions).

As noted in the Original Explanatory Statement, the Scheme will implement a standstill in respect of the 2023 Notes, which would terminate on the earlier of (i) the date on which the Company issues a Required Licence Notice confirming that the Company has determined (in its sole discretion) that the Scheme cannot be implemented in compliance with applicable laws, including, without limitation, Sanctions laws and regulations, (ii) the date the amendments to the 2023 Notes pursuant to the Scheme become effective, or (iii) breaches by the Company of certain specified undertakings of the Company under the Scheme or of VEON Ltd. or VEON Amsterdam B.V. under the Deed Poll. The Amended Explanatory Statement also provides that the Standstill Period will terminate on 2 May 2023 (rather than 13 October 2023 as was the case under the Original Explanatory Statement).

The Scheme will automatically terminate on the earlier of (i) the date the amendments to the 2023 Notes pursuant to the Scheme become effective, (ii) in the event that the Company issues a notice confirming that the Scheme cannot be implemented in compliance with applicable laws, including, without limitation, Sanctions laws and regulations, the date of such notice; (iii) breaches by the Company of certain specified undertakings under the Scheme or of VEON Ltd. or VEON Amsterdam B.V. under the Deed Poll (under th

LINK:	https://www.veon.com/media/media-releases/2023/veon-issues-amended-sch...
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